Pan European Terminals : OFFER DECLARED UNCONDITIONAL IN ALL RESPECTS



For immediate release

Not for release, publication or distribution, in whole or in part, DIRECTLY OR INDIRECTLY in, into or from any RESTRICTED jurisdiction where to do so would constitute a violation of the relevant laws or regulations of such jurisdiction .

18 June 2014

RECOMMENDED CASH OFFER

FOR

PAN EUROPEAN TERMINALS PLC

BY

BELPHAR LTD

OFFER DECLARED UNCONDITIONAL IN ALL RESPECTS

Introduction

On 27 May 2014, Belphar Ltd ("Belphar ") made a recommended cash offer to acquire the entire issued and to be issued ordinary share capital of Pan European Terminals plc ("Pan " or the "Company ") not already owned by Belphar (the "Offer "). Under the terms of the Offer, Pan Shareholders will receive, for each Pan Share held, 22 pence in cash. The document setting out the full terms of, and Conditions to, the Offer (the "Offer Document ") was posted to Pan Shareholders on 27 May 2014.

Belphar announces that all the conditions of the Offer have now been either satisfied or waived. Accordingly, the Offer is hereby declared unconditional in all respects and will remain open for acceptance until further notice. At least 14 days' notice will be given if Belphar decides to close the Offer. 

Level of acceptances

Belphar announces that as at 1.00 p.m. (London time) on Tuesday 17 June 2014, being the first closing date of the Offer, valid acceptances of the Offer had been received in respect of 67,310,141 Pan Shares, representing approximately 63.31 per cent. of Pan's existing issued share capital, which Belphar may count towards the satisfaction of the acceptance condition of the Offer. So far as Belphar is aware, none of these acceptances have been received from persons acting, or deem to be acting, in concert with Belphar for the purposes of the Offer.

Prior to the announcement of the Offer, Belphar had received an irrevocable undertaking to accept (or procure acceptance of) the Offer from Simon Escott, the only Pan Director who holds Pan Shares. Belphar had also received irrevocable undertakings from certain institutional Pan Shareholders, as well as Mark Gilchrist, Pan's Company Secretary. Together, these irrevocable undertakings related to, in aggregate, 42,105,540 Pan Shares, representing approximately 39.60 per cent. of the existing issued ordinary share capital of Pan. Valid acceptances have been received in respect of all the Pan Shares which were the subject of such irrevocable undertakings.

Prior to the announcement of the Offer, Belphar already owned 31,791,207 Pan Shares, representing approximately 29.90 per cent. of Pan's existing issued ordinary share capital.

Accordingly, the total number of Pan Shares now held by Belphar, together with those in respect of which valid acceptances of the Offer have been received, is therefore 99,101,348 Pan Shares, representing approximately 93.21 per cent. of Pan's existing issued share capital.

In addition, Belphar owns £8.85 million principal amount of convertible fixed rate loan notes due, (i) as to £8.5 million, on 19 November 2015 and (ii) as to £350,000, on 26 April 2016 (the "CLNs "). Subject to Pan obtaining all necessary Pan Shareholders' approvals, such loan notes could potentially be converted into, in aggregate, 40,227,272 Pan Shares, representing approximately 27.45 per cent. of Pan's share capital, as enlarged by full conversion of the CLNs. In addition, Belphar owns 408,163 warrants over Pan Shares which are currently exercisable and, if fully exercised at their exercise price of 24.5 pence per share, would convert into a further 408,163 Pan Shares.

Save as disclosed in this announcement, neither Belphar nor the Belphar Director nor any person acting, or deemed to be acting, in concert with Belphar for the purposes of the Offer has any interest in relevant securities of Pan or a right to subscribe for or any short positions (whether conditional or absolute and whether in the money or otherwise), including any short positions under a derivative, any agreement to sell or any delivery obligation or right to require another person to purchase or take delivery in respect of any relevant securities of Pan or has during the Offer Period borrowed or lent any relevant securities of Pan.

Settlement of consideration

Settlement of the consideration to which any Pan Shareholder is entitled under the Offer is expected to be dispatched (or credited through CREST) to validly accepting Pan Shareholders (i) in the case of acceptances received, complete in all respects, on or before the date of this announcement, within 14 days of this announcement; or (ii) in the case of acceptances received, complete in all respects, after the date of this announcement but while the Offer remains open for acceptance, within 14 days of such receipt, and in either case in the manner described in paragraphs 14.1 or 14.2, as relevant, of the letter from Belphar to Pan Shareholders set out in Part II of the Offer Document.

De-listing, cancellation of trading on AIM and compulsory acquisition

Since Belphar has now received acceptances under the Offer in respect of more than 90 per cent. of the Pan Shares to which the Offer relates, Belphar intends to exercise its rights pursuant to the provisions of Part 28 of the Companies Act 2006 (the "Act ") to acquire compulsorily the remaining Pan Shares, in respect of which the Offer has not been accepted, on the same terms as the Offer and will as soon as practicable post compulsory acquisition notices pursuant to section 979 of the Act. A further announcement will be made in relation to the despatch of compulsory acquisition notices in due course.

Further, as stated in the Offer Document, since the Offer is now wholly unconditional and Belphar holds or has received acceptances in respect of Pan Shares carrying more than 75 per cent. of the voting rights attaching to the ordinary share capital of Pan, Belphar intends to take steps to procure, as soon as practicable, the making of an application by Pan to the London Stock Exchange for the cancellation of admission to trading of Pan Shares on AIM and a further announcement will be made giving at least 20 Business Days' notice prior to the anticipated cancellation of admission to trading on AIM.  It is also anticipated that, after the cancellation of admission, Pan will be re-registered as a private company under the relevant provisions of the Act. Pan Shareholders who have not yet accepted the Offer should note that cancellation is likely to reduce significantly the liquidity and marketability of Pan Shares not acquired under the Offer. Once cancellation has taken effect, Pan Shareholders will no longer be able to effect transactions in Pan Shares on AIM.

Further acceptance of the Offer

The Offer will remain open for acceptance until further notice. Belphar will give not less than 14 days' notice in writing to Pan Shareholders who have not accepted the Offer that the Offer will remain open for such period before closing it.    

Pan Shareholders who wish to accept the Offer, but who have not yet done so, in respect of Pan Shares held in certificated form (that is, not in CREST), should complete, sign, have witnessed (as required) and return the Form of Acceptance together with the relevant valid share certificate(s) or other documents of title, in accordance with the instructions set out in the Offer Document and on the Form of Acceptance, by post or by hand (during normal business hours only) to Equiniti Limited, Corporate Actions, Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA, as soon as possible.

Pan Shareholders who wish to accept the Offer, but who have not yet done so, in respect of Pan Shares held in uncertificated form (that is, in CREST), should read paragraph 13.2 of the letter from Belphar to Pan Shareholders set out in Part II of the Offer Document and Part D of Appendix I to the Offer Document and follow the procedure for electronic acceptance through CREST set out therein so that the TTE instruction settles as soon as possible.

Pan Shareholders who hold their Pan Shares as a CREST sponsored member should refer to their CREST sponsor as only their CREST sponsor will be able to send the necessary TTE Instruction(s) to Euroclear.

Copies of the Offer Document and additional Forms of Acceptance are available from Equiniti Limited, Corporate Actions by telephoning 0871 384 2809 or [phone] (if calling from outside the UK) between 8.30 a.m. and 5.30 p.m. (London time) Monday to Friday (excluding UK public holidays). Calls to the 0871 384 2809 number cost 8 pence per minute (excluding VAT) plus network extras. Calls to the helpline from outside the UK will be charged at applicable international rates. Different charges may apply to calls made from mobile telephones and calls may be recorded and randomly monitored for security and training purposes. The helpline cannot provide advice on the merits of the Offer nor give any financial, legal or tax advice.

Capitalised terms used but not defined in this announcement have the same meanings as given to them in the Offer Document dated 27 May 2014.

In accordance with Rule 30.4 of the Code, a copy of this announcement will be made available free of charge, subject to certain restrictions relating to persons resident in any Restricted Jurisdiction, on the websites of Pan at www.peterminals.com and Belphar at www.belphar.com by no later than 12.00 p.m. on 19 June 2014 (being the Business Day following the date of this announcement). For the avoidance of doubt, the contents of the websites referred to above are not incorporated into and do not form part of this announcement.

Enquiries :

Belphar Ltd Khofiz Shakhidi	Tel: [phone]
Strand Hanson Limited - Financial Adviser to Belphar Stuart Faulkner Matthew Chandler James Dance	Tel: [phone]
Bell Pottinger - Financial PR to Belphar Mark Antelme Henry Lerwill	Tel: [phone]
Pan European Terminals plc Simon Escott, Chief Executive Officer and Interim Executive Chairman	Tel: [phone] Mob: [phone]
finnCap Ltd - Joint Financial Adviser to Pan Stuart Andrews Christopher Raggett	Tel: [phone]
Westhouse Securities Ltd - Joint Financial Adviser, Nominated Adviser and Broker to Pan Richard Johnson Antonio Bossi	Tel: [phone]
Leander - Financial PR to Pan Christian Taylor-Wilkinson	Tel: [phone]

Strand Hanson Limited, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively as financial adviser to Belphar and no-one else in connection with the Offer and other matters described in this announcement, and will not be responsible to anyone other than Belphar for providing the protections afforded to clients of Strand Hanson Limited or for providing advice in relation to the Offer, the contents of this announcement or any other matter referred to herein.

finnCap Ltd, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting as joint financial adviser to Pan and no-one else in connection with the Offer and other matters described in this announcement, and will not be responsible to anyone other than Pan for providing the protections afforded to clients of finnCap Ltd or for providing advice in relation to the Offer, the contents of this announcement or any other matter referred to herein.

Westhouse Securities Limited, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting as joint financial adviser, Nominated Adviser and Broker to Pan and no-one else in connection with the Offer and other matters described in this announcement, and will not be responsible to anyone other than Pan for providing the protections afforded to clients of Westhouse Securities Limited or for providing advice in relation to the Offer, the contents of this announcement or any other matter referred to herein.

THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT INTENDED TO, AND DOES NOT, CONSTITUTE OR FORM ANY PART OF AN OFFER TO SELL OR AN INVITATION TO SUBSCRIBE FOR OR PURCHASE ANY SECURITIES OR THE SOLICITATION OF ANY VOTE OR APPROVAL IN ANY JURISDICTION, NOR SHALL THERE BE ANY SALE, ISSUANCE OR TRANSFER OF THE SECURITIES REFERRED TO IN THIS ANNOUNCEMENT IN ANY JURISDICTION IN CONTRAVENTION OF APPLICABLE LAW. THE OFFER IS BEING MADE SOLELY BY MEANS OF THE OFFER DOCUMENT, WHICH CONTAINS THE FULL TERMS AND CONDITIONS OF THE OFFER, AND IN THE CASE OF PAN SHARES HELD IN CERTIFICATED FORM, THE FORM OF ACCEPTANCE. ANY ACCEPTANCE IN RELATION TO THE OFFER SHOULD BE MADE ONLY ON THE BASIS OF THE INFORMATION CONTAINED IN THE OFFER DOCUMENT.

This announcement has been prepared for the purposes of complying with English law and the Code and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws and/or regulations of jurisdictions outside of the UK.

The availability of the Offer and the release, publication and distribution of this announcement in jurisdictions other than the United Kingdom may be restricted by the laws of those jurisdictions and therefore persons who are not resident in the United Kingdom into whose possession this announcement comes should inform themselves about and observe any such restrictions. Failure to comply with any such restrictions may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Offer disclaim any responsibility or liability for the violation of such restrictions by any person. Copies of this announcement and any formal documentation relating to the Offer are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in or into or from any Restricted Jurisdiction and persons receiving such documents (including, without limitation, custodians, nominees and trustees) must not mail or otherwise forward, distribute or send them in, into or from any Restricted Jurisdiction.

The Offer is being made for the securities of a UK company and is subject to UK disclosure requirements, which are different from those in the United States.  The financial information included in the Offer Document has been prepared in accordance with accounting standards applicable in the United Kingdom and thus may not be comparable to financial information of US companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the United States.

The Offer is being made in the United States pursuant to applicable UK tender offer rules and securities laws and otherwise in accordance with the requirements of the Code.  Accordingly, the Offer is subject to disclosure and other procedural requirements, including with respect to withdrawal rights, offer timetable, settlement procedures and timing of payments that are different from those applicable to tender offers made in accordance with US procedures and law.

It may be difficult for Pan Shareholders in the US to enforce their rights and any claim arising out of the US federal securities laws since Belphar and Pan are located in non-US jurisdictions, and some or all of their officers and directors may be residents of non-US jurisdictions.  US Pan Shareholders may not be able to sue a non-US company or its officers or directors in a non-US court for violations of US securities laws.  Further, it may be difficult to compel a non-US company and its affiliates to subject themselves to the judgment of a US court.

In accordance with the Code and normal UK market practice and pursuant to Rule 14e-5(b)(10) under the United States Securities Exchange Act of 1934, as amended (the "Exchange Act"), Belphar or its nominees or brokers (acting as agents) may from time to time make certain purchases of, or arrangements to purchase, Shares outside the United States, otherwise than pursuant to the Offer, before or during the period in which the Offer remains open for acceptance, such as in open market purchases at prevailing prices or privately negotiated purchases at negotiated prices.  In the event that Belphar or its nominees or brokers (acting as agents) purchase or make arrangements to purchase Shares for a higher price than the Offer Price, the Offer Price will be increased to match the higher price paid outside the Offer.  Such purchases, or arrangements to purchase, will comply with all applicable United Kingdom rules, including the Code and the AIM Rules. These purchases may occur in the open market or as privately negotiated transactions.  Any information about such purchases which is required to be made public in the United Kingdom pursuant to the Code will be reported to a Regulatory Information Service and will be available on the London Stock Exchange website at www.londonstockexchange.com.

Neither the US Securities and Exchange Commission nor any securities commission of any state or other jurisdiction of the United States has approved or disapproved of the Offer Document or determined whether such document is accurate or complete.  Any representation to the contrary is a criminal offence.

This information is provided by RNS

The company news service from the London Stock Exchange

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